Common use of Transfer by Pledgor Clause in Contracts

Transfer by Pledgor. Each Pledgor agrees that it will not sell, transfer, assign or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Pledged Collateral or any interest therein, provided that no Event of Default has occurred and is continuing. Notwithstanding anything stated to the contrary in this Agreement or in any of the other documents evidencing, securing or pertaining to the Loan, nothing contained in this Agreement or in any of such other documents shall limit or impair the right of any of the entities that have a direct or indirect interest in Pledgor from pledging or encumbering their direct or indirect interests in Pledgor pursuant to (i) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of May 10, 2011, between KBS GKK Participation Holdings I, LLC, a Delaware limited liability company, and Xxxxxxx Xxxxx Mortgage Company, a New York limited partnership, or (ii) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of May 10, 2011, between KBS GKK Participation Holdings II, LLC, a Delaware limited liability company, and Citicorp North America, Inc., a New York corporation.Termination and Release of Pledge. Upon the Pledge Termination Date, the pledge of the Pledged Collateral contained in this Article II shall terminate without further action of any other Person (provided that all indemnities set forth herein including, without limitation, in Section 2.4 hereof shall survive any such termination) and Agent, at the request and reasonable expense of Pledgor, will, at Pledgor’s expense, promptly execute and deliver to each Pledgor all instruments or documents, reasonably requested by such Pledgor, acknowledging the satisfaction and termination of such pledge, and will promptly and duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty except that it has not previously encumbered or sold such Pledged Collateral in violation of this Agreement) such of the Pledged Collateral as may be in the possession of Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by Agent hereunder. In the event that any part of the Pledged Collateral is sold in connection with a sale permitted by terms of this Agreement or the Loan Agreement or is otherwise released at the direction of Agent, and the proceeds of such sale or sales or from such release are to be applied in accordance with the terms of this Agreement or the Loan Agreement to the extent required to be so applied, Agent, at the request and reasonable expense of Pledgor, will release such Pledged Collateral from this Agreement, and will duly assign, transfer and deliver to the applicable Pledgor (without recourse and without any representation or warranty except that it has not previously encumbered or sold such Pledged Collateral in violation of this Agreement) such of the Pledged Collateral as is then being (or has been) so sold or released and as may be in possession of Agent and has not theretofore been released pursuant to this Agreement.

Transfer by Pledgor. Each The Pledgor agrees that it will not sell, transferassign, assign transfer or ------------------- otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of (collectively, a "Disposition") the Pledged Collateral Securities or any interest therein, provided that no Event therein except as permitted by the Company's Restated Certificate of Default has occurred and is continuing. Notwithstanding anything stated to Incorporation (the contrary in this Agreement or in any of the other documents evidencing, securing or pertaining to the Loan, nothing contained in this Agreement or in any of such other documents shall limit or impair the right of any of the entities that have a direct or indirect interest in Pledgor from pledging or encumbering their direct or indirect interests in Pledgor pursuant to (i) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of May 10, 2011, between KBS GKK Participation Holdings I, LLC, a Delaware limited liability company, and Xxxxxxx Xxxxx Mortgage Company, a New York limited partnership, or (ii) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of May 10, 2011, between KBS GKK Participation Holdings II, LLC, a Delaware limited liability company, and Citicorp North America, Inc., a New York corporation.Termination and Release of Pledge. Upon the Pledge Termination Date"Charter"), the pledge of Employment Agreement and any Stockholders Agreement to which Pledgor and the Pledged Collateral contained in this Article II shall terminate without further action of any other Person (provided that all indemnities set forth herein including, without limitation, in Section 2.4 hereof shall survive any such termination) and Agent, at the request and reasonable expense of Pledgor, will, at Pledgor’s expense, promptly execute and deliver to each Pledgor all instruments Company or documents, reasonably requested by such Pledgor, acknowledging the satisfaction and termination of such pledge, and will promptly and duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty except that it has not previously encumbered or sold such Pledged Collateral in violation of this Agreement) such of the Pledged Collateral as its stockholders may be in the possession of Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by Agent hereunderbecome bound. In the event that of any part Disposition of the Pledged Collateral is sold in connection with a sale permitted by terms of this Agreement or the Loan Agreement or is otherwise released at the direction of Agent, Securities pursuant to and the proceeds of such sale or sales or from such release are to be applied in accordance with the terms and conditions of this the Charter, the Employment Agreement or and any such Stockholders Agreement, the Loan Agreement Company shall release such Pledged Securities from the pledge hereunder to permit consummation of such transaction solely to the extent required that, after such release, the sum (the "Coverage Amount") of (i) the product of the number of shares of Class A Common Stock owned by the Pledgor and subject to be so appliedthis Stock Pledge Agreement multiplied by $30 (the "Class A Calculated Value") plus (ii) the product of the number of shares of Class B Common Stock owned by the Pledgor and subject to this Stock Pledge Agreement multiplied by $30 (the "Class B Calculated Value") exceeds 150% of the aggregate principal amount of the Note Obligations then outstanding (the "Note Amount") is greater than zero. Notwithstanding the foregoing, Agent, at (i) upon the written request and reasonable expense of the Pledgor, will the Company shall release Additional Securities from the pledge hereunder to permit consummation of a Disposition solely to the extent that, after such release, the Value (as defined below) of the Additional Securities subject to this Stock Pledge Agreement exceeds 125% of the difference between the Note Amount and a fraction, the numerator of which is the Coverage Amount and the denominator of which is 1.5, and (ii) in the case of any Disposition in connection with the occurrence of a Trigger Event (as such term is defined in the Employment Agreement), the Company shall release such Pledged Collateral from this AgreementSecurities regardless of whether the Coverage Amount is greater than zero, and will duly assignprovided, transfer and deliver that any proceeds received upon such Disposition are either pledged to the applicable Pledgor (without recourse and without any representation or warranty except Company as additional collateral and/or used to reduce the Note Amount so that it has not previously encumbered or sold the foregoing collateral coverage test continues to be satisfied after giving effect to such Pledged Collateral in violation Disposition. For purposes of this AgreementSection 5, (i) fully vested Options shall be treated as exercised in determining whether any Pledged Securities shall be released, provided, however, that the Calculated Value applicable to each share of stock for which the Option may be exercised shall be reduced by the per share exercise price of such Option and (ii) the Value of the Pledged Collateral Additional Securities shall be the market value of such securities determined by reference to the per share closing price on the date prior to the requested release of such securities as is then being (reported by the New York Stock Exchange, American Stock Exchange or has been) so sold or released and the National Association of Securities Dealers Automatic Quotation National Market System, as the case may be in possession of Agent and has not theretofore been released pursuant to this Agreementbe.

Transfer by Pledgor. Each The Pledgor agrees that it will not sell, transferassign, assign transfer or ------------------- otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of (collectively, a "Disposition") the Pledged Collateral Securities or any interest therein, provided that no Event therein except as permitted by the Company's Restated Certificate of Default has occurred and is continuing. Notwithstanding anything stated to Incorporation (the contrary in this Agreement or in any of the other documents evidencing, securing or pertaining to the Loan, nothing contained in this Agreement or in any of such other documents shall limit or impair the right of any of the entities that have a direct or indirect interest in Pledgor from pledging or encumbering their direct or indirect interests in Pledgor pursuant to (i) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of May 10, 2011, between KBS GKK Participation Holdings I, LLC, a Delaware limited liability company, and Xxxxxxx Xxxxx Mortgage Company, a New York limited partnership, or (ii) that certain Amended and Restated Master Repurchase Agreement, dated as of April 28, 2011, as amended by that certain Amendment No. 1 to Amended and Restated Master Repurchase Agreement dated as of May 10, 2011, between KBS GKK Participation Holdings II, LLC, a Delaware limited liability company, and Citicorp North America, Inc., a New York corporation.Termination and Release of Pledge. Upon the Pledge Termination Date"Charter"), the pledge of Employment Agreement and any Stockholders ------- Agreement to which Pledgor and the Pledged Collateral contained in this Article II shall terminate without further action of any other Person (provided that all indemnities set forth herein including, without limitation, in Section 2.4 hereof shall survive any such termination) and Agent, at the request and reasonable expense of Pledgor, will, at Pledgor’s expense, promptly execute and deliver to each Pledgor all instruments Company or documents, reasonably requested by such Pledgor, acknowledging the satisfaction and termination of such pledge, and will promptly and duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty except that it has not previously encumbered or sold such Pledged Collateral in violation of this Agreement) such of the Pledged Collateral as its stockholders may be in the possession of Agent and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any monies at the time held by Agent hereunderbecome bound. In the event that of any part Disposition of the Pledged Collateral is sold in connection with a sale permitted by terms of this Agreement or the Loan Agreement or is otherwise released at the direction of Agent, Securities pursuant to and the proceeds of such sale or sales or from such release are to be applied in accordance with the terms and conditions of this the Charter, the Employment Agreement or and any such Stockholders Agreement, the Loan Agreement Company shall release such Pledged Securities from the pledge hereunder to permit consummation of such transaction solely to the extent required that, after such release, the sum (the "Coverage Amount") of (i) the product of the number of shares of Class A Common Stock owned by the Pledgor and subject to be so appliedthis Stock Pledge Agreement multiplied by $30 (the "Class A Calculated Value") plus (ii) the product of the number of shares of Class B Common Stock owned by the Pledgor and subject to this Stock Pledge Agreement multiplied by $30 (the "Class B Calculated Value") exceeds 150% of the aggregate principal amount of the Note Obligations of the Pledgor then outstanding (the "Note Amount") is greater than zero. Notwithstanding the foregoing, Agent, at (i) upon the written request and reasonable expense of the Pledgor, will the Company shall release Additional Securities from the pledge hereunder to permit consummation of a Disposition solely to the extent that, after such release, the Value (as defined below) of the Additional Securities subject to this Stock Pledge Agreement exceeds 125% of the difference between the Note Amount and a fraction, the numerator of which is the Coverage Amount and the denominator of which is 1.5, and (ii) in the case of any Disposition in connection with the occurrence of a Trigger Event (as such term is defined in the Employment Agreement), the Company shall release such Pledged Collateral from this AgreementSecurities regardless of whether the Coverage Amount is greater than zero, and will duly assignprovided, transfer and deliver that any proceeds received upon such Disposition are either pledged to the applicable Pledgor (without recourse and without any representation or warranty except Company as additional collateral and/or used to reduce the Note Amount so that it has not previously encumbered or sold the foregoing collateral coverage test continues to be satisfied after giving effect to such Pledged Collateral in violation Disposition. For purposes of this AgreementSection 5, (i) fully vested Options shall be treated as exercised in determining whether any Pledged Securities shall be released, provided, however, that the Calculated Value applicable to each share of stock for which the Option may be exercised shall be reduced by the per share exercise price of such Option and (ii) the Value of the Pledged Collateral Additional Securities shall be the market value of such securities determined by reference to the per share closing price on the date prior to the requested release of such securities as is then being (reported by the New York Stock Exchange, American Stock Exchange or has been) so sold or released and the National Association of Securities Dealers Automatic Quotation National Market System, as the case may be in possession of Agent and has not theretofore been released pursuant to this Agreementbe.